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Beijing Foreign Invested Enterprises’Contract, Articles of Association, and their Alterations ---Alteration Examination and Approval |
Date：2006-5-7 |
Beijing Foreign Invested Enterprises’Contract, Articles of Association, and their Alterations ---Alteration Examination and Approval (Examining and Approval Kind)
Examining and Approval Procedure
A.Acceptance and Hearing
Qualifications:
Applicant shall submit the following materials:
1. General Alteration (Main Items included are: Alteration of Name, Address, Business Term, Business Scope of the Foreign Invested Companies, increase on investment of investors in the same proportion, and extension on the term of subscription, etc.): materials submitted for approval shall be in accordance with the Enforcement Regulations on Sino-Foreign Joint Venture Law, Enforcement Regulations on Sino-Foreign Contractual Joint Venture Law, Enforcement Regulations on Foreign-owned Enterprises Law and so on(main items included are :application form, resolutions of the Board of Directors, Contract, amendment agreement of the Articles of Corporation, etc.)
2. Alterations of stock right: materials submitted in accordance with Regulations on Stock Right Alteration of Investors of Foreign Invested Enterprises;
3.Adjusted Total Investment and registered capital: materials submitted in accordance with Notice on Regulation and Procedure of Adjustment on Total Investment and Registered Capital of Foreign Invested Enterprises;
4.Merger and Separation: In accordance with Regulations on Merger and Separation of Foreign Invested Enterprises;
5.Winding-up and Dissolution Ahead of Schedule: In accordance with Beijing Municipal Regulations on Dissolution of Foreign Invested Enterprises
6.Liquidation: Shall be in accordance with Regulation on Liquidation of Foreign Invested Enterprises.
Criterion:
The materials submitted shall be complete, standard and valid;
The person responsible for this post: the acceptance and hearing personnel of Foreign Investment Department.
Duty and Power:
Examine and Check the application materials in accordance with the criterion for acceptance and hearing;
Accept and hear the case in time if the materials submitted are qualified; Meanwhile make acceptance records (main items recorded include: time of acceptance, person in charge, name of applicant unit, items for application, applicant and its contact number), and then transfer materials for examination procedure;
Those unqualified materials will not be accepted, whereas all materials for further supplement and amending, the requirement for this, related rights of applicant as well as the means of making complaint shall be made known to applicant at one time in written form. Meanwhile apply to the higher-up (Leader of Foreign Investment Department in Charge) for records.
Time limit: 5 working days
B. Preliminary Examination:
Criterion:
1. Fall into the items governed by this department;
2. Capacity of investor, Item Content and related legal document comply with what is provided in all the laws and regulations as the examination and approval basis. Materials shall be complete, standard and valid.
3. Alterations on Sino-Foreign Joint Venture Contract and Articles of Corporation shall comply with Enforcement Regulations on China Sino-Foreign Joint Venture Law.
Alterations on Sino-Foreign Contractual Join Venture Contract and Articles of Corporation shall comply with Enforcement Regulations on China Sino-Foreign Contractual Joint Venture Law.
Alteration on Articles of Corporation of Foreign-owned Enterprises shall comply with Enforcement Regulations on China Foreign-owned Enterprises Law.
Alterations on Stock right of Foreign-Invested Enterprises shall comply with Regulations on Stock Right Alteration of Investors of Foreign Invested Enterprises;
4. Merger and Separation of Foreign Invested Enterprises shall comply with Regulations on Merger and Separation of Foreign Invested Enterprises;
5. Adjustment on Total Investment and registered capital of Foreign Invested Enterprises shall comply with provisions in Notice on Regulation and Procedure of Adjustment on Total Investment and Registered Capital of Foreign Invested Enterprises;
6. Winding-up and Dissolution Ahead of Schedule for Foreign-invested Enterprises shall comply with Beijing Municipal Regulations on Dissolution of Foreign Invested Enterprises
7. Liquidation of Foreign Invested Enterprises shall comply with Regulations on Liquidation of Foreign Invested Enterprises.
Responsible person for this post: examination personnel of Foreign Investment Department
Duty and Power:
Make preliminary examination on whether materials are complete, valid and standard according to the preliminary examination criteria and provisions of laws and regulations.
With respect to qualified cases, put forward preliminary examination comment; fill in on the Task form (or flow chart) and examination document. Then transfer the application materials, examination document together with the task form to the examination personnel.
With respect to those needing further amendment and supplement, put forward comment of amendment and report it to the reviewer. Then notify the applicant in written form at only one time and at the same time apply for higher-up for records.
With respect to unqualified cases, terminate the examination in 3 working days, state reasons and fill in the Return Notice. Make signature on it and transfer to examiner.
Time Limit: 25 working days (10 days for Contractual Joint Venture)
C. Review
Criterion: 1.Same as the examination criterion;
2.Examination documents shall be standard and application laws shall be correct.
Responsible person for this post: Director of Foreign Investment Department in Charge
Duty and Power:
Review the examination comment and application materials according to the laws and regulations.
If agree to the preliminary examination comment, sign the reviewerˇs comment on the task form or flow chart and transfer it to the approval personnel.
If disagree to the preliminary examination comment, exchange ideas with preliminary examiner, then put forward reviewerˇs comment and reasons, fill in the task form or flow chart, then transfer them together with the preliminary examinerˇs comment to the approval personnel.
Time Limit: 25 working days (10 days for Contractual Joint Venture)
D. Approval
Criterion: Same as the review criterion.
Responsible person for this post: Vice-Director of the Commission in charge
Duty and Power:
Make approval to the review comment according to the approval Criterion.
If agree to the review comment, put forward approval comment in the task form or flow chart, and transfer it to the acceptance personnel.
If disagree to the review comment, exchange ideas with reviewer, put forward the approval comment and reasons, then return it to the acceptance personnel by way of the original means.
Time Limit: 20 working days (5 days for Contractual Joint Venture)
E. Notification
Person responsible for this post: acceptance and hearing personnel in Foreign Investment Department
Criteria:
1.Notify the applicant the result of the matter handled timely and accurately;
2.Make the certificate complete, accurate and valid;
3.Keep the examination documents complete and standard for file.
Duty and Power:
Make notification as per the criterion, issue the approval documents and keep records and files.
For the approved application, make certificate and notify the applicant to receive it. (If permitted, announce the result by way of the Internet or other means);
For the unapproved cases, make the reasons, requirement and related rights of applicants, as well as the means to make complaint known to the applicant in written form, and return the application materials to applicant.
Transfer promptly the examination documents needing numbering and printing to the number and print procedure. The documents and materials requiring issuance of Approval Certificate shall be promptly transferred to Issuance Procedure.
When the examination work is finished, keep all the documents made during the course of examination in file as per the requirement.
Time Limit: 5 working days
F. Number and Print
Responsible Person: Numbering and Printing Personnel in Confidential Office
Criterion:
Number and print shall be standard and tidy, have no errors, and the formalities for documentsˇ receiving and dispatching are sound and complete;
Files are complete and have no missing or damage.
Duty and Power:
Numbering and Printing as per the Criterion.
Keep the Documents for Numbering and Printing into for records and files by computer.
When printing of documents are finished, inform in time the acceptance and examination personnel for proof making; after numbering and printing, inform them promptly to receive and sign in for the documents.
In cases of amendment to layout and writings, put forward amendment proposals and notify promptly the examination personnel for amending.
Time Limit: 5 working days
G. Issuance of Certificate
(A). Acceptance and Hearing
Qualifications:
Applicant shall submit original Approval Certificate, 2 duplicates and other materials as following:
* Increase on Foreign Invested Enterprisesˇ Total Investment an Registered Capital
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
* Decrease on Foreign Invested Enterprisesˇ Total Investment and Registered Capital
1.Application
2.Approval from Beijing Municipal Foreign Economic Relations& Trade Commission(original)
3.Board of Directorsˇ Resolutions( original)
4.Agreement on Amendment to Contract, Articles of Association(original)
5.Three Newspapers carried the Declaration of Investment Decrease( must be above the provincial level)
6.Asset Authentication Report
* Name Alteration of Foreign Invested Enterprises
1.Application
2.Approval from Examining and Approval department( original)
3.Name Approval Notice issued by Municipal Bureau of Industry and Commerce(original)
4.Board of Directorsˇ Resolution ( original)
5.Agreement on Amendment to Contract and Articles of Association( original)
* Address Alteration of Foreign Invested Enterprises
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract, Articles of Association(original)
(Note: Go to the Foreign Economic and Trade Commission of the district or county at the new address for records, and any alteration later on shall be handled by this Commission)
* Business Scope Alteration of Foreign Invested Enterprises
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
(Note: Another Feasibility Research Report is needed in case of trans- industry alterations are involved)
* Sino-Foreign Joint Venture or Sino-Foreign Contractual Joint Venture Changed to Foreign Owned Enterprise
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Stock Transfer Agreement ( original)
5.Roster of the New Board of Directors and their Power of Attorney(original)
6.New Articles of Association( original)
* Foreign Owned Enterprise Changed to Sino-Foreign Joint Venture or Sino-Foreign Contractual Joint Venture
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Stock Transfer Agreement ( original)
5.Business License of the Chinese Party
6.Roster of the New Board of Directors and their Power of Attorney(original)
7. New Contract and Articles of Association( original)
* Sino-Foreign Joint Venture Changed to Sino-Foreign Contractual Joint Venture
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
* Alteration on the Ratio of Investment of Investors in Foreign Invested Enterprises
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
5.Share Ratio Alteration Agreement ( Share Transfer Agreement)(original)
6.Roster of the New Board of Directors and their Power of Attorney(original)
* Alteration of Stock Right of Foreign Invested Enterprises
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
5.Stock Right Transfer Agreement(original)
6.Business Registration of new shareholders( business license in case of Chinese party) and the Credit Standing Certificate
7.Roster of New Board of Directors and Power of Attorney for New shareholders and Directors
* Alteration on Term of Business of oreign Invested Enterprises
1.Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
* Alteration on Names of Chinese and Foreign Parties of Foreign Invested Enterprises
1. Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
5.Certification Materials of Alteration on Name issued by Industry and Commerce Administration Department(or Materials of Rename issued by Foreign Registration Department)
6.new Business License( or Business registration of Foreign Party)
* Extension of Subscription Term of Foreign Invested Enterprises
1. Application
2.Approval from the Examining and Approval departments( original)
3.Board of Directorsˇ Resolution( original)
4.Agreement on Amendment to Contract and Articles of Association( original)
The above acceptances are Pursuant to the same as the Criterion 3 of Preliminary Examination
Criterion
Application materials shall be complete, standard and valid
person responsible for this post: Issuance and Acceptance personnel in Foreign Investment Department
Duty and Power
Examine and check the application materials as per the Acceptance criterion
Accept and hear the case in time if the materials submitted are qualified; and transfer materials for examination procedure;
Those unqualified materials will not be accepted, whereas all materials for further supplement and amending, the requirement for this, shall be made known to applicant at one time in written form.
Time limit: 2 working days
(B). Examination
Criterion
1. Application materials shall be complete, accurate and valid;
2. Materials kept for records shall be complete and standard
person responsible for this post: Issuance personnel in Foreign Investment Department
Duty and power
Make examination as per the examination criterion
For qualified applications, put forward examination comment, report to higher-up (the Director in charge) for approval, and issue the Approval Certificate.
With respect to unqualified documents, notify the applicant reasons for disapproval, related rights of applicant as well as the means of making complaint at one time in written form. Meanwhile apply to the higher-up for records.
When the examination work is finished, keep all the documents made during the course of examination in file as per the requirement.
Time Limit: 3 working days
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